2 1. INTRODUCTION As a responsible asset manager and pioneer in Sustainable and Responsible Investment (SRI) since 1996, and as a signatory (2006) of the UN-PRI, Candriam engages with companies in order to raise their awareness about ESG issues. Candriam encourages issuers to think about these issues, and to adopt transparency in an attempt to, indirectly, have them assume responsibility when it comes to specific ESG-related themes. Through its SRI engagement, Candriam considers that a company s long-term value is not solely influenced by financial criteria such as income and operating-margin growth. By incorporating environmental, social and governance (ESG) criteria, we identify other factors liable to influence a company s value and competitiveness over the medium and long term, which are not always immediately obvious in traditional financial analysis. This is why we continuously promote the synergies between our SRI and traditional investment activities. The engagement activities undertaken by Candriam to monitor its clients investments in companies can take different forms: Dialoguing with companies: SRI analysts at Candriam directly dialogue with companies in order to raise their awareness and transparency and solicit their reflection and accountability on specific sustainability-related themes. Joining collaborative engagement initiatives: Candriam has signed many high-level collaborative engagement initiatives to engage with other large investors on a non-discretionary basis. Exercising voting rights: Candriam has been engaging with companies since 2003 through an increasingly elaborate active proxy-voting policy that upholds the principles of good corporate governance and sustainable development. Worth mentioning is that post- proxy-voting season engagement activities have been developed since Promoting sustainable development: among the many other steps Candriam has taken to promote sustainable development within the investment industry are active participation in industry ESG debates and the promotion of ESG research. May 15 2

3 2. DIALOGUING WITH COMPANIES Candriam uses engagement during its sustainability analysis process (Best-in-Class Analysis, Norms-Based and/or Controversial Activities). It takes the form of a dialogue between sustainability analysts, company representatives and other stakeholders. The goal is to increase a company s awareness as well as its transparency on specific sustainability-related themes. 2.1 Candriam s engagement process The formal process for identifying and prioritising the engagement activities carried out by internal staff is based on a respect of the three Principles for Responsible Investment (PRI) 1 : Encouraging improved ESG disclosure: Engagement activities seek to improve companies ESG-related disclosure and transparency. Supporting investment decision-making: Engagement activities include interactions with companies to inform buy/sell/hold decisions but do not include interactions whose aim is to influence company management or reporting on ESG issues. Influencing corporate practice on ESG issues: Engagement activities include interactions with companies to promote best practices and to influence company practices on ESG issues. Candriam engagements are both proactive (seeking further disclosure and when our analysis has identified companies weaknesses) and reactive (when controversial news appears in the media). Most of the time, Candriam engages with CR/IR managers or company chairmen, through exchanges, conference calls and one-on-one meetings. Nevertheless, if necessary, company stakeholders are also contacted. Following contact with a company, an assessment is performed. Candriam s sustainability analyst identifies the next steps to be carried out in order to pursue the engagement activity and therefore define a related engagement timeframe. Candriam s sustainability analysts monitor their engagement activities by checking the company response (if any), the appropriateness of this response, the eventual impact on the company s behaviour and, lastly, the impact (if any) on the company s analysis procedure. 1 As defined by the PRI. May 15 3

4 THE THREE GOALS OF CANDRIAM S ENGAGEMENT POLICY 1) Encouraging improved ESG disclosure This is the first step in Candriam s engagement activities, which, aimed at improving the ESG disclosure process, are usually performed at the beginning of the sustainability analysis process or research project. Candriam sustainability analysts contact companies when: a) there is a lack of disclosure or when certain information is not immediately available; b) there is the need to obtain a precise and determinate piece of information or response to an enquiry during the controversial activities analysis process; c) the seriousness of a recent event requires a response/statement from company representatives; d) a research paper on a specific ESG issue/topic has been drafted. The main actors involved in the activity under analysis are contacted in order to gather pertinent information about the issue, not easily obtained otherwise. 2) Supporting investment decision-making The engagement activities undertaken by Candriam on supporting investment decision-making are usually performed at the end of the analysis process or when a decision has to be made following the occurrence of an event deemed controversial. This kind of engagement activity which falls within the second step of Candriam s engagement process is carried out systematically. Specifically, if the engagement activity seeking to improve ESG disclosure is not successful (and thus, the lack of disclosure remains or the company has not behaved properly vis-à-vis a particular issue), the company s name is added to the watchlist, where it will be closely monitored by the sector s sustainability analyst. In such cases, the company will systematically be recontacted after six months. If it continues to fail to provide an answer in a timely manner or to take a different stance towards the controversial issue (and, as a consequence, the engagement continues to be unsuccessful after a renewed 6-month period), Candriam s sustainability analyst might decide to exclude the company from the SRI universe. 3) Influencing corporate practice on ESG issues Engagement activities undertaken by Candriam on influencing corporate practice on ESG issues are performed throughout the year. a) When there is a serious issue at a company or when a new ESG topic has arisen that the sustainability analysts believe is worth monitoring, they will contact the issuer s peers or issuers in its coverage to warn them about the issue in question and learn which are the main measures adopted by the company in terms of prevention. b) After the proxy-voting season, sustainability analysts systematically send letters to board chairmen to explain the rationale behind specific controversial voting recommendations. The purpose of the letters is also to push the company s limits and to influence corporate practice by disclosing Candriam s point of view on any given issue. May 15 4

5 2.2 Global overview of Candriam s 2014 engagement activities In 2014, Candriam engaged with 60 companies via conference calls, company visits and exchanges. Most of the companies contacted were European, the rest Emerging market issuers. Contact was prompted by the Candriam sector reviews published that year. The main reason for contacting issuers was disclosure, followed by a wish to influence corporate practice. Compared to 2013, we can notice how encouraging ESG disclosure remains the main issue encountered in Candriam s sustainability analysis while engagement activities done with the purpose of influencing corporate practice have significantly increased, due mainly to two surveys conducted in the Utilities sector. As regards engagement-activity breakdown by E, S and/or G issues, Governance being an important factor in Candriam s SRI analysis framework remains the main theme in 2014, while there has been a significant increase in Social issues. This is related to the Commercial Services and Supplies sector s review, published during the year. May 15 5

6 2.3 Main themes of the 2014 dialogue with companies and their stakeholders Corruption Theme in the Construction Sector This engagement theme started in July 2013, when Candriam s Construction Sector sustainability analyst, intent on taking a step further, contacted several European companies in the Construction sector, following strong allegations related to bribery & corruption at SNC Lavalin, a North American Company, in recent years 2. In 2014, our analyst again contacted SNC Lavalin to monitor its behaviour and response to the 2013 allegations that had led our analyst to shift the Corruption/Governance category of the Norms-Based analysis process from Orange to Red. This engagement with SNC Lavalin provided our SRI analyst better insight into the company s response to the event, thus confirming the Norms-based analysis performed on SNC Lavalin. Our analyst then contacted companies in the Emerging Markets, including Hyundai E&C and Daelim Industrial Co Limited, who were queried about the methods used to prevent, detect and respond to corruption (more especially at third-party level). Our SRI analyst was able to gather sensitive information that will be used during the 2015 review of the Emerging Markets Construction Sector. Thematic Survey: Water Treatment in the Utilities sector In 2H 2014, Candriam s sustainability analyst for the Energy sector decided to do a thematic survey that involved an assessment of the specific risks facing the Water Utilities sector. Our analyst wanted to go further in depth in the analysis of these risks and to classify the companies management of them. The analyst contacted four issuers, all big cap and well-positioned companies following the application of Candriam s Global Sustainability Trend Analysis process: EDP, Iberdrola, GDF Suez and Centrica. The companies were ed a questionnaire and two conference calls took place. Three leading topics covered by 10 questions were addressed in the survey: Water recycling (Percentage and target of water reused/recycled) Water leaks (Current and past leakage rates) Health & Safety (H&S) measures adopted by the company (Number of fatalities and number of hours of H&S training) Answers were taken into account in the Utilities sector review completed during the same period. The feedback was interesting, as all companies understood the need to publish more detailed data. For the next Utilities sector review, the SRI analyst will re-contact these issuers to check as to whether there has been an improvement in their practices on this issue. 2 cf., May 15 6

7 Nuclear Safety in the Utilities sector In the second half of 2014, Candriam s sustainability analyst for the Energy Sector contacted five companies involved in the production of nuclear power, in order to better evaluate the respective companies positioning in the Candriam assessment analysis process, more specifically in the micro analysis (with Health & Safety as a relevant theme) and controversial activities analysis processes. A survey covering 12 main questions was sent to EDF, EDP, Ibderdrola, GDF Suez and Centrica and, after the first contact, conference calls were arranged. Only one company failed to answer the questions raised. Three main topics were addressed in the survey: The exact share of the company s activity that comes from nuclear power (and expectations of the activity for the near future). The numbers and causes, if any, of nuclear incidents. The measures adopted by the company to avoid nuclear incidents, including the link between the remuneration of top management and their implementation of safety KPIs, and the maintenance process governing the reactors. The sustainability analyst highlighted some tangible differences in terms of policy, strategy and performance among the companies involved in the production of nuclear power. The information was taken into account during the sector review. As with the thematic survey of the Water Utilities sector, the SRI analyst will re-contact the issuers to check whether there has been an improvement in this issue in the next review of the Utilities sector, More disclosure in the Commercial Services and Supplies sector In the summer of 2014, Candriam s Commercial Services and Supplies sustainability analyst contacted 13 European companies well positioned in our Global Sustainability Trend Analysis (macro analysis), asking them to disclose more about their stakeholder management process, specifically as regards Training & Career Development indicators, Prevention/Detection/Response to Anticompetitive Practices and the Client Satisfaction percentage the most important ESG issues for this sector. The analyst took into account the answers (and non-answers) received during the course of the company assessment procedure. May 15 7

8 2.4 Conclusion Tracking our engagement activities In 2014, the following ESG topics were subject to specific queries: Corruption in the Construction sector, Water Treatment and Nuclear Safety in the Utilities sector and the request for more disclosure in the Commercial Services and Supplies sector. Candriam keeps track of its engagement activities through two main indicators: 1) Percentage of engagements continued from previous years 2) Percentage of engagements that have had an impact on CANDRIAM s SRI analysis process In 2014, 8% of the engagement contacts were continued from previous years, while 92% started only this year. Candriam s sustainability analysts have re-contacted companies on significant issues in order to check if there has been an improvement/progress in dealing with the matter. Among the 92% of engagements started this year, 66% were done during sector reviews, 20% while monitoring the companies under Candriam s coverage and 6% through having been contacted by investor relators. These engagements have given the sustainability analyst valuable insight into the company that would otherwise not have been obtained. Thanks to the companies feedback, our sustainability analysts obtained more thorough and detailed information on the issuers analysed, and which was used in most cases during the sector reviews. The following table gives an overview of the engagement contact status over the years: May 15 8

9 3. JOINING COLLABORATIVE ENGAGEMENT INITIATIVES Candriam is committed to joining investors groups and to supporting collaborative engagement initiatives whose goals are to encourage companies to improve their disclosure on any sustainable development-related challenges that might impact companies long-term value. Since 2004, Candriam has signed 30 or so collaborative initiatives to, jointly with other investors, encourage companies to improve their disclosure on ESG challenges and elevate ESG standards. The final objective is to increase companies awareness and influence their behaviour as well as their transparency on specific sustainability-related themes related to Best-in-Class analysis and to Norms-based and Controversial-activity screening. Candriam is a signatory of the following high-level collaborative initiatives: May 15 9

10 In 2014, Candriam renewed two initiatives: the Carbon Disclosure Project and the United Nations Global Compact. For further information on the renewed engagements, please refer to previous Candriam engagement reports 3. The five most recent collaborative initiatives, signed in the course of 2014, are described more in detail below Investor sign-on letter to companies on Bangladesh On 24 April 2014, one year after the Rana Plaza building collapse, which caused the loss of thousands of lives, ICCR, Boston Common, Calvert, Domini and Trillium issued a joint statement abknowledging the progress that had been made one year on from the disaster and outlining commitments for continued improvement. NB., in September 2013, following the tragedy, Candriam joined a group of signatories that co-signed a letter to companies urging them to join the Accord for Fire and Building Safety in Bangladesh. The Accord addresses safety issues in Bangladesh apparel factories 5. Consequently, in 2014, Candriam renewed its engagement by signing this new investor statement, urging apparel brands and retailers to use their full influence to respect and protect the human rights of workers throughout their global supply chains and, by signing the investor statement, to help those whose rights have been violated. 3.2 Call for Action Global Banks & Climate Change In July 2014, Boston Common Asset Management published an investor briefing Financing Climate Change: Carbon Risk in the Banking Sector that called on investors to push for systemic change in the banking industry to address climate change risks. Boston Common Asset Management called on all PRI signatories to co-sign a letter to the 50 largest underwriters to the carbonintensive industries. The letter called on these global banks to address embedded climate-related risks, and will help gather information on current bank practices. Through this initiative, Boston Common AM hopes to include, in the dialogue between investors and the banking sector, news about the gaps in real information on climate change risks, exposure to such risks and practical ways in which the banking sector can assist in the transition to a lower-carbon future. By November 2014, Boston Common AM had received at least a dozen written responses from the banks or news of a willingness to engage in active dialogue Please be aware that the following descriptions are extracts from the engagement initiatives described in the PRI platform. 5 cf., Candriam s 2013 Engagement report May 15 10

11 Global Investor Statement on Climate Change The PRI signatories were invited to sign the 2014 Global Investor Statement on Climate Change. This statement, developed for release at the UN Secretary-General's Climate Summit in September 2014, highlighted the commitments made by institutional asset owners and asset managers globally to make increasingly low carbon and climate-resilient investments. It further called on governments to implement policies which support this. The statement was drafted in collaboration with the Asia Investor Group on Climate Change (AIGCC), the Institutional Investors Group on Climate Change (IIGCC), the Ceres Investor Network on Climate Risk (INCR), the Investor Group on Climate Change Australia/New Zealand (IGCC), the United Nations Environment Programme Finance Initiative (UNEP FI) and the UN-supported Principles for Responsible Investment (PRI). The statement was annexed to a report on current leadership practices on climate change in the investor and finance sectors, and highlighted the fact that both sectors had already taken major steps to effect change. It is worth recalling that Candriam had already signed two similar statements on Climate Change, launched by the same sponsors, in September 2009 and in October 2011: The first statement was released in advance of the Cancun conference, which aimed to set out the policies, at national and international levels, that would help reduce investment in highly carbon-intensive industries. The second statement emphasised that private investment would only flow at the scale and pace necessary to solve the climate problem if supported by clear, credible and long-term policy frameworks. The statement was annexed to a report that explained investment grade policy, with positive examples from around the world. The report clearly identified the policy improvements that are needed from an investor s perspective. 3.4 Invitation to support investor statement about EU Conflict Minerals Due Diligence regulation Boston Common Asset Management invited PRI signatories to join the investors and investor organisations that had signed a letter to European Union (EU) institutions concerning the EU s proposed regulations on conflict minerals due diligence and reporting. The letter encouraged EU policymakers to ensure that Europe s equivalent to the US Dodd-Frank Section 1502 built on the existing momentum among companies conducting conflict minerals due diligence and reporting on these efforts. While the scope of the current EU proposal is, in some ways, broader than the 1502, the EU proposal also includes significant limitations that will cause it to function in parallel to, rather than in concert with, the US SEC s current reporting requirements. These limitations include the following: The EU regulation would apply only to importers of conflict minerals and metals, and not to all companies whose products rely on those materials for their manufacture or functionality. The regulation would entail a voluntary not mandatory reporting system. If companies self-certify as responsible May 15 11

12 importers, only then are they subject to reporting requirements, whereas the regulation could enable a strong, level playing field for advancing effective conflict minerals due diligence and reporting across sectors. The current proposal risks not only missing this opportunity, but actually creating a confusing double standard. With these concerns in mind, the letter asks EU policymakers: 1) to revise their proposal to broaden the scope of companies subject to the regulation and, 2) to include a mandatory reporting system. 3.5 UNGC Call to Action on anti-corruption PRI signatories have been invited to support the UN Global Compact Call to Action campaign by signing an appeal, from the private sector to governments, calling for commitment to strengthen anti-corruption measures and provide greater transparency, and aiming to integrate anti-corruption and good governance into the post-2015 UN development agenda. The collective "Call to Action" letter from the PRI investment community was forwarded to UN Secretary-General Ban Ki Moon to underscore the importance of integrating anti-corruption and good governance into the post-2015 development agenda. In addition, supporters of the Call to Action were acknowledged at the UN Global Compact s 10th Principle Anniversary event held in New York on 10 December 2014 and showcased on the UN Global Compact s website. By co-signing the Call to Action, signatories were able to demonstrate global investor support for the fight against corruption by asking governments to: fully implement and enforce the tenets of the UN Convention against Corruption by strengthening anti-corruption policies, laws and enforcement mechanisms to create a level playing field and incentivise good behaviour; commit to reducing the corruption risks involved in procurement and contract processes of large-scale projects designed to support sustainable development; commit to engaging in competitive and transparent procurement processes through the public advertising of all government procurement cases; achieve greater transparency in relation to revenues received by governments from private-sector companies; support corporate efforts to enhance anti-corruption implementation, corporate governance, innovative collective action and public-private partnership initiatives; and take steps to enact and enforce effective anti-bribery legislation within their respective countries. May 15 12

13 4. EXERCISING VOTING RIGHTS Candriam pays particular attention to the corporate governance policies, structures and practices of the companies in which it invests on behalf of its clients as it is convinced that sound corporate governance practices deliver long-term shareholder value Proxy Voting Overview In the course of 2014, Candriam participated in 123 general meetings (compared to 75 in 2013) for its open-end funds and voted on 2224 resolutions. The markets in which Candriam had the most annual or extraordinary meetings were UK (28%), France (21%) and Germany (15%). Contentious issues, representing 19% of the items on the agendas, unsurprisingly revolved around three broad themes: remuneration, board accountability & independence, and share capital issues (Figure 1). During this period, Candriam abstained or rejected more than 50% of the resolutions on executive remuneration because of the lack of disclosure or absence of challenging performance conditions attached to long-term incentive plans. These results are not surprising as Candriam strongly encourages transparency and pay-for-performance. Candriam also carefully considered share capital issues and expressed its dissent on 18% of share capital resolutions. Another recurring issue is that of board elections and Candriam s main concern related to independence. Candriam had concerns about 17% of director elections. Of these 34% of our discontent revolved around board independence issues. In exercising its voting rights, Candriam votes for resolutions which take into consideration the principles of sustainable development, e.g. good relations with employees, a concern for the environment, an economy based on ethical values, and a healthy external social policy. Before taking voting decisions, Candriam ensures it has all the necessary information on the matter, using in-house SRI knowledge and external sources of information from ESG providers, and takes into account the point of view of the proxy voting agency with which it collaborates. When Candriam votes on ESG resolutions, which are still relatively rare in Europe, it takes into account the company s management (e.g. Does it have efficient policies and management systems in place? Best practice and peer practice policies?) and any explanations that answer investors queries. May 15 13

14 4.2. Latest Corporate Governance Developments 2014 saw a number of interesting corporate governance developments ranging from the finalization and entry into force of the Audit Reform in Europe, to the changes and first effects of the adoption of the Say-On-Pay principle or the Florange Act in France, to name but a few. European Audit Reform Launched in 2010 by Michel Barnier, the then European Internal Market Commissioner, the European audit market reform was an ambitious project seeking to rein in the market dominance of the Big Four auditing firms and prevent conflicts of interest (with the prohibition of non-audit services for instance). Amongst others, the reform sought to impose the mandatory rotation of audit firms after six years to avoid the possibility of familiarity between the client and the auditor. The proposal, now adopted, has been substantially watered down. No audit services, for instance, will not be prohibited. Mandatory rotation will have to take place but after 10 years or 20 years if there is a public tender. The mandatory rotation could even occur after 24 years, in the case of joint audits a change favoured by the European Commission. Say-on-Pay Candriam strongly supports the Say-on-Pay principle as we consider that shareholders should have a say in director s remuneration, which should be structured to encourage company performance and the alignment of shareholders and directors interests. In 2014, the Minder Initiative, produced its first effects in Switzerland, giving shareholders the possibility to vote on: executives pay, the prohibition of golden handshakes and severance packages. No company saw its remuneration proposal defeated. The annual vote on remuneration at Switzerland-listed companies will become binding in In France, the first advisory votes on executive remuneration, as proposed by the Afep-Medef, also took place. No resolution on executive remuneration was defeated. Voting rights in France In France, in the aftermath of the so-called Florange Act, ordinary shares will acquire double voting rights if held for at least two years, unless a resolution has been passed to retain the single voting right procedure. In short, double voting rights will become the norm (if held for at least two years); single voting rights the exception. This piece of legislation, which aims at encouraging long-term shareholdings, is in contradiction with the one-share one vote principle that ensures that ownership and control are aligned. Candriam will support any resolution that maintains the one-share one-vote principle, a cornerstone of its policy. Revision of the EU Shareholders rights directive In 2014, the European Commission published a proposal to amend the 2007 Shareholder Rights Directive. The proposal seeks to encourage active shareholding and attempts to provide a legal framework that will ensure the transparency of proxy voting agencies. In addition, the proposal grants shareholders the right to vote on large related-party transactions to counteract the lack of shareholder oversight on related party transactions. May 15 14

15 Finally, highlighting the insufficient link between directors pay and performance, the Commission also seeks to establish an annual vote on directors remuneration, thus generalizing the Say-on-Pay principle throughout Europe. Companies remuneration policies will have to be clear, understandable and in line with the business strategy, objectives, values and longterm interests of the company. They will also have to be detailed and explain how remuneration is linked to performance. It is not clear if and when this proposal will be adopted but Candriam welcomes these developments Proxy Voting Engagement In 2012, Candriam initiated a dialogue with companies and chose to send a letter to company chairmen when the rationale behind a voting recommendation required further explanation. It is in the same constructive spirit that in 2014 Candriam sent 12 letters to Board chairmen explaining the reasons behind a vote or expressing our concerns over a given issue. Candriam strongly believes it can be useful for companies to better understand its voting philosophy. The goal of the letters is to facilitate dialogue and influence company behaviour on particular aspects of governance. 10 of the 12 letters sent out in 2014 dealt with the low rates of independence on company boards, a very important corporate governance issue. The exchange was fruitful since Candriam received a number of responses expressing the views of investee companies and which will be taken into account at future AGMs. May 15 15

16 5. PROMOTING SUSTAINABLE DEVELOPMENT As an SRI pioneer, Candriam advocates sustainable development on the financial markets by sharing its SRI expertise with clients, the media and the investment community at large. Firstly, Candriam is actively involved in a large number of associations that promote the integration of sustainable development within the investment industry. The table below gives an overview of the major active memberships of Candriam: Candriam also supports initiatives that encourage national or international entities to develop and improve frameworks to promote sustainable development. Furthermore, Candriam fosters both internal and external SRI research initiatives. Candriam s SRI analysts and traditional analysts jointly produce in-depth, in-house research papers that are available on the Candriam SRI website. External SRI research is also promoted by means of sponsorships such as the Chaire de recherche Finance Durable et Investissement Responsable" organized by the AFG (Association Française de la Gestion financière). Candriam shares its SRI expertise as a regular speaker at key SRI conferences in Europe and abroad and as a frequent interviewee in the press. In 2014, Candriam participated: On June 2014, at the Geneva Forum for Sustainable Investment (Geneva): At this Forum, Candriam s Hotels, Restaurant and Leisure Sector sustainability analyst presented the Note on Franchising Lodging Industry: Asset-Light: Risks Beyond The Walls?. Our SRI analyst stated that underestimating the importance of indirect employees working conditions is done at the expense of the hotel chain s reputation. May 15 16

17 Considering existing legal barriers to a closer monitoring of these issues, our SRI analyst believes that only a collective industry movement, in dialogue with the main stakeholders, would improve practices on the ground 6. On May 2014, at the ABIS event (Brussels): The theme of the event was Management Tools for Sustainable Assessment. Candriam presented its Sustainability Methodology to a panel of companies and sector representatives. Candriam s Technology Hardware and Energy Sustainability analysts presented their in-depth sustainability-sector models. On May 2014, at the Fund Selector Forum Sweden (Stockholm) Our Global Head of SRI, together with the Global Head of Quantitative Equity Management, participated in the Forum by giving a presentation on the theme: Systematic approach to the selection of US and international equities. With or without SRI filter. Specifically, Candriam s Quant & ISR processes were presented. On July 2014, at the Georgeson event in Italy (Milan): The SRI analyst in charge of our Proxy Voting and Engagement activities took part as a speaker in the round table Shareholders and Corporate Governance: 2014 Proxy Season Remuneration Policies, Minorities Shareholder Activism, Governance in the financial sector 6 cf., the Note on Franchising on May 15 17

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